Exhibit



EXHIBIT 10.2



GANNETT CO., INC.
2015 DEFERRED COMPENSATION PLAN
RULES FOR POST-2004 DEFERRALS
Amendment No. 4 


Gannett Co. Inc. hereby amends the Gannett Co., Inc. Deferred Compensation Plan, Rules for Post-2004 Deferrals, as amended, (the “Plan”) effective as of the dates specified below, as follows:


		
	1.
	Effective as of the date of this amendment, Section 2.6(b) is amended by deleting the last sentence of such Section.


		
	2.
	As a clarifying amendment, Section 2.9(f)(ii) is amended by replacing the reference to “the prescribed mandatory retirement age from the Board (i.e., age 70 for outside Directors and age 65 for Directors who were former Company executives)” with “age 70 for outside Directors and age 65 for Directors who were former Company executives”.


		
	3.
	Effective as of the date of this amendment, Section 3.5(a) is amended by adding the following provision to the end thereof:




The Board delegates to the Company’s Chief Executive Officer, Chief Financial Officer and Chief People Officer the authority to adopt any amendment or restatement which they deem necessary or appropriate to facilitate or improve the administration, management, operation or interpretation of the Plan; provided that such amendment or restatement may not increase the level of benefits provided to participants under the Plan and such authority may only be exercised with the unanimous agreement of such individuals.


		
	4.
	Effective as of the date of this amendment, Section 3.8 is amended replacing such Section in its entirety with the following:




3.8    Claims and Appeals


The Committee shall maintain claims and appeals procedures with respect to the filing of claims for benefits under the Plan.  Such procedures are hereby incorporated by reference into this Plan and shall comply with the requirements of ERISA Section 503 and the regulations issued thereunder. 


Notwithstanding the foregoing, following a change in control, the independent fiduciary shall be responsible for deciding claims and appeals pursuant to the procedures described above.  Any decision on a claim by the independent fiduciary shall be final and binding on the claimant, and the claimant’s heirs, assigns, administrator, executor, and any other person claiming through the claimant.


		
	5.
	Effective for Plan years commencing on January 1, 2019 and thereafter, Section 5.2 is amended by deleting the reference to “and/or Employer Contributions” in such Section.


		
	6.
	Effective for Plan years commencing on January 1, 2019 and thereafter, Section 5.3 is amended by deleting the definition of “Employer Contribution” in such Section.


		
	7.
	Effective for Plan years commencing on January 1, 2019 and thereafter, Section 5.4 is amended by deleting the first paragraph of such Section.


		
	8.
	Effective for Plan years commencing on January 1, 2019 and thereafter, the first sentence of Section 5.5 is amended by replacing the reference to “on the first business day of the second month” with “on or before the last day of the third month”.


		
	9.
	Effective for Plan years commencing on January 1, 2019 and thereafter, Section 5.5 is amended by deleting the reference to “; provided that all Company contributions credited under this Article 5 shall initially deemed to be invested in the Gannett stock fund”.


IN WITNESS WHEREOF, Gannett Co., Inc. has caused this Amendment to be executed by its duly authorized officer as of October 17, 2018.















GANNETT CO., INC.


By: /s/ David Harmon            
Name:  David Harmon
Title: Chief People Officer